SEC Demands EMPIRE Disclose Data on SPTX Share Deal, Deadline May 13

Prachachat•Economy•19d ago

Reader Briefing

The SEC has ordered EMPIRE to provide further clarification and supporting documents regarding its sale of subsidiaries to SPTX and the payment structure, citing a lack of clarity in EMPIRE's disclosures to shareholders.

•The Thai SEC has ordered EMPIRE to disclose detailed information about a share trading transaction involving SPTX.
•EMPIRE has been hesitant to provide complete information regarding the sale of subsidiaries and the acceptance of SPTX and MTT shares as payment.
•The SEC requires EMPIRE to clarify the rationale and financial implications of selling off profitable subsidiaries for investments in less established businesses.
•A deadline of May 13, 2026, has been set for EMPIRE to submit the required information to the SEC and disclose it publicly.

Overview

•On December 19, 2024, EMPIRE's shareholders approved the investment in the DRJ group.
•The SEC has ordered EMPIRE to clarify the reasons and facts behind the disposal of DRJ group companies in order to ascertain if it benefits EMPIRE.
•EMPIRE is required to disclose information regarding its share trading transaction with SPTX.
•EMPIRE's disclosures to shareholders lacked clarity and crucial information regarding the sale of subsidiaries and the reasoning behind the payment structure.
•EMPIRE's business policy shifted from supplements to IT within one year of approving the DRJ investment, potentially impacting shareholder expectations.
•In fiscal year 2025, the DRJ group generated 545.24 million THB in revenue and 66.94 million THB in profit, representing 76.54% of EMPIRE's revenue.
•Shareholders may not have received sufficient information to make informed decisions regarding the affected resolutions.
•EMPIRE must provide the clarifying information and documents to the SEC by May 13, 2026, and disclose it publicly via SETLink.

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Key Entities

Organization

SEC(ก.ล.ต.)ℹ️

The Securities and Exchange Commission of Thailand, which has ordered EMPIRE to disclose transaction details.

EMPIRE

The company ordered by the SEC to disclose information about its share trading transactions with SPTX.

SPTX

The company involved in share trading transactions with EMPIRE, which is subject to SEC scrutiny.

OIN

A subsidiary of EMPIRE, 100% held, that EMPIRE has approved the sale of its common shares in to SPTX.

MTT

The entity that provided a loan to SPTX and to which EMPIRE will become a debtor in place of SPTX.

OGF

A subsidiary of EMPIRE, 100% held, that EMPIRE has approved the sale of its common shares in to SPTX.

DRJ

A subsidiary of EMPIRE, 100% held, that EMPIRE has approved the sale of its common shares in to SPTX.

System

SETLink

The electronic system of the Stock Exchange of Thailand used for disclosing company information, which EMPIRE is required to use.

Law

Securities and Exchange Act B.E. 1992(พระราชบัญญัติหลักทรัพย์และตลาดหลักทรัพย์ พ.ศ. 1992)

The legal act under which the SEC is exercising its authority to demand clarification from EMPIRE.